Outcrop Gold Announces $6 Million Bought-Deal Public Offering of Units

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION INTHE THE UNITED STATES/

VANCOUVER, BC,Feb. 8, 2021/CNW/ – Outcrop Gold Corp. (“Outcrop” or the “Company“) (TSXV: OCG) (OTCPK: MRDD.F) (DE:MRG1) is pleased to announce that it has entered into an agreement with Mackie Research Capital Corporation as the lead underwriter and sole bookrunner (the “LeadUnderwriter“), on behalf of a syndicate of underwriters (collectively with the Lead Underwriter, the “Underwriters“), pursuant to which the Underwriters have agreed to purchase, on a bought-deal basis, 13,954,000 units of the Company (the “Units“) at a price of$0.43per Unit for gross proceeds to the Company of$6,000,220(the “Offering“).

Each Unit shall be comprised of one common share of the Company (each a “Common Share“) and one-half of one Common Share purchase warrant of the Company (each whole warrant, a “Warrant“). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of$0.60at any time up to 24 months from the closing of the Offering.

The Company has granted the Underwriter an option (the “Over-Allotment Option“) to increase the size of the Offering by up to an additional number of Units, and/or the components thereof, that in aggregate would be equal to 15% of the total number of units to be issued under the Offering, exercisable at any time and from time to time up to 30 days following the closing of the Offering.

The net proceeds from the Offering will be used for advancing the Santa Ana project and for working capital and general corporate purposes.

The closing of the Offering is expected to occur on or about March 1, 2021(the “Closing“), or such later or an earlier date as the Lead Underwriter and the Company may agree upon, and is subject to the Company receiving all necessary regulatory approvals, including the approval of the TSX Venture Exchange to list the Common Shares (including the Common Shares issuable upon exercise of the Warrants and compensation options) thereon.

The Units will be offered by way of a short form prospectus to be filed in all provinces of Canada(except Quebec) pursuant to National Instrument 44-101 – Short Form Prospectus Distributions and may be offered in the United States on a private placement basis pursuant to an appropriate exemption from the registration requirements under applicable U.S. law.

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

About Outcrop Gold

Outcrop is a hybrid prospect generator active in Colombia acquiring gold and silver exploration projects with world-class discovery potential. Outcrop performs its own grassroots exploration and then employs a joint venture business model on its projects to maximize investor exposure to discovery and minimize financial risk. The outcrop has seven primary projects in Colombia. While Outcrop’s other projects are available for joint venture, Outcrop will continue to drill and de-risk the Santa Ana high-grade silver project.

Forward Looking Statements

Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release. Certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “potential”, “we believe”, or variations of such words and phrases or statements that certain actions, events, or results “will” occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of Outcrop to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including the receipt of all necessary regulatory approvals, capital expenditures and other costs, financing and additional capital requirements, completion of due diligence, general economic, market and business conditions, new legislation, uncertainties resulting from potential delays or changes in plans, political uncertainties, and the state of the securities markets generally. Although management of Outcrop has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Outcrop will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

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